American Contract Law for a Global Age, 2017a

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contracted to assume, and the assignee cannot, without the assignor’s knowledge, increase the burden. 6A C.J.S. Assignments § 97 at 753-754 (emphasis added) (footnotes omitted). If the changes in the obligation prejudicially affect the assignor, a new agreement has been formed between the assignee and the other original contracting party. More concisely, a novation has occurred and the assignor’s original obligation has been discharged. In reversing and remanding in Jedco, we said: We cannot determine as a matter of law that the assignment was intended to be a novation which resulted in a release of [the assignor’s] liability under the lease. Because there are different inferences to be drawn from the undisputed facts, reasonable persons could draw more than one conclusion in this case. Therefore, the summary judgment is reversed and the case is remanded for further proceedings. 441 N.W.2d at 668. We must do the same in this case. Thus, we reverse the summary judgment and remand for further proceedings. _____________________ Review Question 4. “An assignment will not extinguish the relationship and obligations between the two original contracting parties.” says the Rosenberg court. “However, an assignment does result in the assignor having a surety relationship, albeit involuntary, with the assignee, but not with the other original contracting party.” What exactly is a surety relationship? What is the difference between the legal relationship the Rosenbergs have with Mary Pratt and the legal relationship the Rosenbergs have with Son, Inc.? Review Question 5. Assume that you are Mary Pratt’s transactional lawyer during all of the assignments and delegations that occurred in Rosenberg v. Son, Inc. What would you advise your client to do differently as compared to what she did (or did not) do in the actual case? _____________________ Problem 28.1 Problems Carla Customer wanted some landscape work done at her home. She got a bid for $15,000 from Ace Garden Service, a well-established and very highly rated firm with a stellar reputation. She also received a bid of $10,000, from Deuce Contractors, a smaller entity with s number of bad online reviews. She signed a contract with Ace, primarily because of its exceptional reputation. She was thus surprised when the crew that showed up to do the work came from Deuce Contractors, who told her they ______________________________________________________________________________ 604 CHAPTER IX: CONTRACT NONPARTIES
had been delegated the work by Ace. Carla objected, but Ace told her that there was no restriction on its delegation of duties under the contract. Carla wants to back out of the contract with Ace. Does she have to accept the work from Deuce? If Carla finds the work to be of insufficient quality, to whom can she complain? Problem 28.2 Rock musician Ice Scream contracted with Concert Promoter, Inc. to headline its Fourth of July “Freedom in the Park” all-day concert. On June 1, however, Mr. Scream was approached by representatives of the United Nations who asked him to become a celebrity “Peace Ambassador” and tour formerly war-torn regions to raise awareness of UN relief programs. In a rare (for him, at least) moment of quiet introspection, Mr. Scream decided that “making a difference” was more important than fulfilling his contract, so he contacted former bandmate Banan Asplit and asked him to take over the concert gig. Asplit was about as famous as Scream, and they had fairly similar audience profiles. a. Concert Promoter was not happy with this turn of events. He demanded that Scream perform. Would Scream be in breach of contract if he continued to refuse to perform? Why or why not? b. Suppose instead that Promoter consented. Scream headed off on his Peace Ambassador tour, but when the concert date rolled around, Asplit was a no-show, much to the embarrassment of Concert Promoter, which had to provide refunds to many angry concert-goers. Who is liable to Promoter—Scream, Asplit, or both? Explain your answer. Problem 28.3 Olivia owns Purpleacre, a plot of land that is desirable for commercial development (despite it being not being nearly as popular as Blackacre). On March 1, Olivia signed a contract promising to convey Purpleacre to Ashton on June 1 for $250,000, which Ashton paid up front. Because Olivia and Ashton wanted to save money on legal fees, they found an employment contract on the internet and modified it themselves until they were satisfied it would work as a real estate contract. Among other provisions, the Olivia-and-Ashton contract contained language that expressly “prohibits assignment of this contract by any party” and further provides that “any assignment, delegation, or attempted assignment or delegation of any part of this agreement is void ab initio.” On April 1, Ashton and Becker signed a document entitled “Contractual Assignment of Rights” in which Ashton sold to Becker in exchange for $300,000 “any and all of Ashton’s rights under that certain real estate contract with Olivia dated ______________________________________________________________________________ UNIT 28: ASSIGNMENT AND DELEGATION 605
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Notices This is the first edition o
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About CALI eLangdell Press The Cent
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Unit 19: Conditions ...............
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hired Corleone family thugs 4 or an
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described herein, and agrees to fre
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6. MARY BETH WHITEHEAD, Surrogate,
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Surrogate and WILLIAM STERN, Natura
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10. Consider paragraph 5. Should th
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The two court opinions that follow
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Venue Venue is a concept of place
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Their first child, Ryan, was born o
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Subsequent to entering into the sur
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The sixth and final argument sugges
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It is argued by amicus that the $ 1
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no stated public policy on surrogac
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IN RE BABY M Supreme Court of New J
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adoption; the sole purpose of the c
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The surrogacy contract violates the
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Problems Donald Donor is a single,
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An Introduction to CONTRACT FORMATI
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particular obligation? In Europe, i
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The evidence is undisputed that pla
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After some negotiation a price of $
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The answer of A.H. Zehmer admitted
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no, that is beer and liquor talking
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on the Zehmers as well as on himsel
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offer and of the reward and its sub
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your professor. You will come acros
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car title you’re holding there. I
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In the modern world, the question o
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pair of sunglasses. The drumroll th
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This letter was apparently sent onw
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Because these cases generally invol
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teenager’s schoolmates gape in ad
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Review Question 3. Note how Judge W
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cash in ten days,” it must be dee
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“Before a contract can be complet
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for the purpose of doing the work a
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accidentally being bound to unwante
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Here, we have a counter-offer. The
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parties.” Metropolitan Sports Fac
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court. See Minn. R. Civ. App. P. 10
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Thus, it clearly appears that the d
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with distribution. The parties ulti
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all essential terms. See, e.g., Sit
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Enclosed, we beg to hand you contra
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to call for an acceptance particula
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than identify himself, Dealer says,
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offer.” More often, they nod, sha
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The next attack will be my end, I a
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from all the facts and circumstance
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Notice to the agent, within the sco
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2. Written approval by United State
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contrary in the offer, the acceptan
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HOBBS v. MASSASOIT WHIP CO. Supreme
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stranger may impose a duty upon ano
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contract in this case come into exi
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An Introduction to CONSIDERATION Th
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and you are free to change your min
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Ridge Runner that she lacked the pr
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We conclude that the territory enco
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He further answered, that it was gi
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This action was brought upon an all
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consideration does in fact benefit
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Review Question 5. The promisors in
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The distinction between such a cond
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Vincent refuses. Fritz eventually s
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enefit was money received, the subs
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they stopped work in a body, and de
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supervise this building. Under the
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The day before trial the plaintiffs
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General rules of law established fo
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For the foregoing reasons we are al
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WEBB v. McGOWIN Court of Appeals of
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100 P. 631 (Kan. 1909); Edson v. Po
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McGowin’s adult child, would that
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efuses, saying, “We had a deal.
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Giles had no right to use it. But t
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BLICESTER: That’s crazy. JUDGE: N
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A. She took the piece of paper and
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According to the undisputed proof,
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We recognize that upon different fa
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was discussed with compensation to
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CONRAD v. FIELDS Court of Appeals o
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her job at Qwest and enroll in law
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Seth Wyman’s estranged son Levi i
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An Introduction to ALTERNATIVE REGI
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consistency. Some provisions have p
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TOUSLEY-BIXLER CONSTRUCTION CO. v.
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of goods within this Article whethe
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differently from other contracts? F
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nine units was delivered and paid f
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think they have struck a deal.” Q
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more sense for contract formation t
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COMMERCIAL CODE § 2-206:12 (3D ED.
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face of which appears the notation,
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Problem 10.3 On June 1, the sales d
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except for personal use. If, howeve
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[T]he plain reading of the statute
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not lubricated in any way. Without
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we also note that Best Bolt’s vic
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(c) are fit for the ordinary purpos
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This purchase order represents the
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provision would cause no “surpris
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FLENDER CORPORATION v. TIPPINS INTE
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well that the reservations each par
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The alternate approach, recognized
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(a) Is Ivy League University a “m
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and ratified a treaty called the Un
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(2) The fact that the parties have
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e. Manufacturer in Texas contracts
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an authorized distributor of Defend
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undisputed that each of these alleg
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Treaty Text Note. Read Articles 18,
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*4 (S.D. Ohio Mar. 26, 2009); see a
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perform a substantial part of his o
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shall be settled by binding arbitra
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An Introduction to CONTRACT DEFENSE
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which extended even to being able t
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Dickerson, 72 Ala. 318 (1882). In t
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loss from the transaction, includin
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this definition. Whether other area
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ORTELERE v. TEACHERS’ RETIREMENT
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medicine, this physician “judged
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The avoidance of duties under an ag
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7. What is my total service credit?
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Review Question 5. In McGovern v. C
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will pay the full listed price of $
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endeavoured to be upheld by Perjury
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Y Contracts that cannot be performe
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you think the consideration doctrin
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NICKELS, J., dissenting. I disagree
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contracts. What is the real purpose
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At the ensuing trial, defendant den
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There may be cases in which it woul
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professional. Things were really ge
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GUENTHER v. AMER-TEX CONSTRUCTION C
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(b) Subsection (a) of this section
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Problem 14.3 Van der Rohe USA, Inc.
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sold, the terms of the sale, the na
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the judgment of a vulnerable party.
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The first issue is whether the labe
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some point or on some occasion it w
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As a matter of law, based on the fa
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or, more particularly, in cases suc
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“deprived Loral of its free will.
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As to mistake, the amended complain
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In Weger v. Rocha, 32 P.2d 417 (Cal
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I had brought back the topaz, and h
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May 5, 1886, plaintiff went out to
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arren cow is substantially a differ
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prior to the sale was Buyer aware t
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Against Public Policy. In many situ
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HANKS v. POWDER RIDGE RESTAURANT CO
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interest adversely, and identified
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illogical, in these circumstances,
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_____________________ Review Questi
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construed against the employer). Th
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acquired by virtue of effort and ex
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_____________________ Review Questi
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Mere inadequacy of consideration wi
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District of Columbia Court of Appea
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In determining reasonableness or fa
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Problems Problem 16.1 The Californi
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position to all of his patients (or
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An Introduction to TERMS AND INTERP
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contract itself. Thus written docum
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consideration of the simultaneous a
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the contract on the basis of which
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The subject-matter of the written c
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understandings or agreements.” 3
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little time to compose it . . . . A
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expressed in the writing. KN Energy
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Article 8 UNITED NATIONS CONVENTION
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contracts or that parol evidence re
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percent (50%) protein, as tested on
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get the deal they intended, and the
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Cases and Materials W.W.W. ASSOCIAT
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do so because of some identified am
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The truth is that whatever virtue a
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Absent strong public policy conside
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FRIGALIMENT IMPORTING CO. v. B.N.S.
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persuasive if sustained by the reco
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and there is force in defendant’s
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RANDOM HOUSE, INC. v. ROSETTA BOOKS
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language of the grant was broad, en
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F.3d at 1095, would conclude that t
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When Hurricane Rubin strikes the lo
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the business. The contract was sile
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party argues ambiguity), the loan f
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accordance with the terms of this c
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of the advance payments, or the num
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imbibe alcoholic beverages and stil
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significant satisfied requirement o
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TOWN OF FAIRFIELD v. D’ADDARIO Su
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damages. The notice of Kant’s act
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who had turned down lucrative offer
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were to suggest some express provis
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notice of ninety days. The plaintif
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Review Question 2. What was Judge C
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exercising discretion under the con
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NANAKULI PAVING AND ROCK CO. v. SHE
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§ 490:1-102(2)(b). The drafters of
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trade existed in Hawaii in 1969 and
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1978) (unpublished opinion) (holdin
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Plaintiff does not contest its stat
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product. The concept of “merchant
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discovery by defendant of the defec
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Unfortunately, Plumber’s work doe
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An Introduction to PERFORMANCE AND
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doctrine, so that close-enough perf
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the number of joists used in all th
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JACOB & YOUNGS, INC. v. KENT Court
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transgressor must accept the penalt
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was for requiring this kind of pipe
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The evidence is undisputed that the
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eing a new roof. We are not prepare
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This case is simple if the perfect
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yacht remained located at SIYS’ f
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happens by mere operation of law; s
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Problems Problem 21.1 Actor is a ve
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processor for the same price as the
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venue. Under Paradine v. Jane, this
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At trial, the court allowed IH’s
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In order for a supervening event to
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The court interpreted this passage
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economic circumstances sufficiently
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A cancellation order given by her o
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e entitled to judgment. They certai
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performance is excused when unfores
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caused to communications and transp
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Following the closing of the above-
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performance. 407 East 61st Garage,
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Canal, across the Mediterranean thr
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An Introduction to REMEDIES We now
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multiplication and (very rarely) di
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It was also erroneous and misleadin
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and we turn to the question of whet
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testified that the total gas, oil,
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BRANDEIS MACHINERY & SUPPLY CO., LL
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PEEVYHOUSE v. GARLAND COAL & MINING
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explanation as to why a measure of
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work; however, where the contract p
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clear and unambiguous and the parti
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pool contractor to finish the pool
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Nevertheless, the English courts he
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perform the work. As Lee failed to
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UNITED STATES ex rel. COASTAL STEEL
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emanded for those findings. When th
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the substance is that the plaintiff
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the agreement would continue on a m
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Review Question 7. Note the paralle
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product that would be fully functio
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car to the Country Music Museum for
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Restatement (Second) of Contracts s
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Harrahs brings the instant action a
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contest payment for same if constru
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This is in accord with the earlier
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Defendant’s sole defense to this
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particular. Certainly, none of the
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sustained where, from the nature of
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ut will be happy to try to help in
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the full $7,500 price of admission
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Problem 25.2 Mina is a second-year
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other types of specific performance
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imposed as the remedy for breach of
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certainty, then S&M should be compe
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There is simply no requirement in t
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“other proper circumstances” th
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Page 564 and 565: y no means certain, at the time of
Page 566 and 567: cannot use that method of self-help
Page 568 and 569: contract price of $533,000) that La
Page 570 and 571: teacher resigned at the beginning,
Page 572 and 573: eaching its lease with Perez by the
Page 574 and 575: ___________________________________
Page 576 and 577: An Introduction to CONTRACT NONPART
Page 578 and 579: ___________________________________
Page 580 and 581: fraud, mistake, and illegality. If
Page 582 and 583: may be the diversity of opinion els
Page 584 and 585: given him by the will for a particu
Page 586 and 587: since Lawrence v. Fox in a desire t
Page 588 and 589: workers’ compensation benefits),
Page 590 and 591: to divide a lawyer’s loyalty betw
Page 592 and 593: Review Question 9. Lawyers do many
Page 594 and 595: Problems Problem 27.1 Hank and Hild
Page 596 and 597: ___________________________________
Page 598 and 599: interested in jumping into such a b
Page 600 and 601: limitations barred the claims. She
Page 602 and 603: assigned their claim to recover the
Page 604 and 605: application to this contract as it
Page 606 and 607: A breach of contract has been defin
Page 608 and 609: moved to Arizona and had no further
Page 610 and 611: It is evident from the express lang
Page 614: March 1 for the conveyance of Purpl
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